Common use of Actions with Respect to the Collateral Clause in Contracts

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, is hereby authorized by the Borrowers, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any Borrower’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the Lenders, neither Administrative Agent nor the Lenders shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it be under any obligation whatsoever to anyone by virtue of Liens relating to the Collateral, subject to the Internal Revenue Code. Administrative Agent shall give Borrowers notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, is hereby authorized by the Borrowers, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Required Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any Borrower’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by the Administrative Agent, with respect to any Eligible AssetInvestment, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by the Administrative Agent, Eligible AssetsInvestments, (vi) following acceleration of the Obligations by the Administrative Agent, notify Investment Obligors of any Additional Borrower to make all payments with respect to their obligations under any Asset Investment directly to the Administrative Agent or to an account other than the Asset Investment Collection Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts Account (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) to sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) to bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the Lenders, neither Administrative Agent nor the Lenders shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it be under any obligation whatsoever to anyone by virtue of Liens relating to the Collateral, subject to the Internal Revenue Code. Administrative Agent shall give Borrowers notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i10.1(h), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i10.1(h)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, is hereby authorized by the BorrowersCredit Parties, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any BorrowerCredit Party’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower Credit Party in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower Credit Party to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers the Credit Parties of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers Credit Parties hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers Credit Parties shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers Credit Parties and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers Credit Parties and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers Credit Parties that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the Lenders, neither Administrative Agent nor the Lenders shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it be under any obligation whatsoever to anyone by virtue of Liens relating to the Collateral, subject to the Internal Revenue Code. Administrative Agent shall give Borrowers Credit Parties notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.

Actions with Respect to the Collateral. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital ContributionsCommitments directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect 106 US-DOCS\106247413.1 the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contraryabove, except with respect to during the continuance of an Event of Default occurring pursuant to Section 10.1(i)Default, clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) Borrowers shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower authorized to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit only with the rights consent of the Administrative Agent hereunderin its sole discretion.

Actions with Respect to the Collateral. The Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of the Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributionsowing, (ii) notify the Investor to make all payments due or to become due with respect to its Capital Commitment directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Account, (iii) take or bring in any the Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitment, (iiiiv) complete any contract or agreement of any the Borrower in any way related to payment of any of the Capital CommitmentsCommitment, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitment, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitment, (vii) issue credit in its own name or the name of the Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any the Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitment. Regardless of any provision hereof, in the absence of bad faithgross negligence, gross negligence fraud or willful misconduct by the Administrative Agent or the LendersSecured Parties, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give Borrowers the Borrower notice of actions taken pursuant to this Section 10.2(b) promptly after concurrently with, or within one (1) Business Day of, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any the Borrower’s obligations hereunder. Notwithstanding anything contained the above, during the continuance of an Event of Default, the Borrower shall be authorized to issue Capital Calls only with the consent of the Administrative Agent in its sole discretion. For the avoidance of doubt, the Administrative Agent shall be authorized to issue the initial Capital Call pursuant to this Credit Agreement to the contrarySection 10.2 only if (x) there are Obligations that are then outstanding, except with respect to (y) either (i) an Event of Default occurring has occurred and is continuing pursuant to Section 10.1(a), 10.1(h) or 10.1(i), clauses (i), (iii), (iv), (v), (viii) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default has occurred and is continuing pursuant to Section 10.1(d) as a result of any amendment or termination of the Equity Commitment Agreement without the Administrative Agent’s prior written consent on any day during which the Uncalled Capital Commitment is greater than zero, or (provided iii) any other Event of Default that such ten can be cured by a Capital Contribution has occurred and is continuing, and (10z) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such not initiated a Capital Call within two (2) Business Days of the request of the Administrative Agent that requires the Investor to make a Capital Contribution into the Collateral Account within ten (10) Business Days after such request by Administrative Agent Capital Call and shall not apply if is in an amount sufficient to cure such Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”)or to pay all outstanding Obligations in full; provided that, if the application of the proceeds of such Capital Call is not sufficient (together with amounts on deposit in the Collateral Account) to cure such Event of Default or to pay all outstanding Obligations in full, then, so long as such Event of Default is continuing, the Administrative Agent agrees not will be permitted to initiate one or more issue Capital Calls to repay the Obligations and to exercise all other remedies. Notwithstanding the foregoing, during the continuance of any such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights Event of Default, the Administrative Agent hereundershall not be prohibited from taking any actions with respect to the Collateral Account or as may be required to protect the interests of the Secured Parties in any bankruptcy or insolvency proceeding.

Actions with Respect to the Collateral. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital ContributionsCommitments directly to the 105 Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contraryabove, except with respect to during the continuance of an Event of Default occurring pursuant to Section 10.1(i)Default, clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) Borrowers shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower authorized to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit only with the rights consent of the Administrative Agent hereunderin its sole discretion.

Actions with Respect to the Collateral. The Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, and, except as provided in Section 10.2(d), only after a Trigger Event has occurred, to: (i) initiate one or more Capital Calls Drawdowns in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments in connection with any Drawdown directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts (provided, that, no ERISA Investor shall be required to fund its Capital ContributionsContributions other than to the applicable Collateral Account), (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.

Actions with Respect to the Collateral. The Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, and, except as provided in Section 10.2(d), only after a Trigger Event has occurred, to: (i) initiate one or more Capital Calls Drawdowns in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments in connection with any Drawdown directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts (provided, that, no ERISA Investor shall be required to fund its Capital ContributionsContributions other than to the applicable Collateral Account), (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the 104 Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding the foregoing or anything contained else in this Credit Agreement or any other Loan Document to the contrary, except with respect to upon the occurrence and during the continuance of an Event of Default occurring pursuant that can be cured by issuing a Drawdown, so long as no other Event of Default shall have occurred and be continuing, prior to Section 10.1(i)the Administrative Agent initiating any Drawdown, clauses the Administrative Agent shall give the Borrowers two (i)2) Business Days’ written notice of its intention to exercise such remedy, (iii), (iv), (v), (vi) and (viii) provided that no such notice is required to the extent the Event of Default arises from the failure of the first sentence above Borrowers to issue Drawdowns or make a payment following a Drawdown, in this Section 10.2(b) shall not be exercised by Administrative Agent until the date each case, that is ten (10) Business Days after required to be made herein. If the date Administrative Agent has made a written request of the applicable Borrower to Borrowers shall issue a Capital Call to the Investors Drawdown in an amount sufficient to repay the Obligations or to cure the applicable such Event of Default (provided that at any time prior to or within such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Day period, the Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)be prohibited from initiating any Drawdown until the fifteenth (15th) Business Day following such two (such period, 2) Business Day period (the “Standstill Period”); provided that. For the avoidance of doubt, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing shall run concurrently with the twenty (20) Business Day cure period provided for in clause (a) of the definition of “Trigger Event” and the Standstill Period shall not restrict the Administrative Agent’s or any Secured Party’s rights to exercise any other remedies set forth in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunderSection 10.2.

Actions with Respect to the Collateral. The Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) and, except as provided in Section 10.2(d), only after a Trigger Event has occurred, to: (i) initiate one or more Capital Calls Drawdowns in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments in connection with any Drawdown directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts (provided, that, no ERISA Investor shall be required to fund its Capital ContributionsContributions other than to the applicable Collateral Account), (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding the foregoing or anything contained else in this Credit Agreement or any other Loan Document to the contrary, except with respect to upon the occurrence and during the continuance of an Event of Default occurring pursuant that can be cured by issuing a Drawdown, so long as no other Event of Default shall have occurred and be continuing, prior to Section 10.1(i)the Administrative Agent initiating any Drawdown, clauses the Administrative Agent shall give the Borrowers two (i)2) Business Days’ written notice of its intention to exercise such remedy, (iii), (iv), (v), (vi) and (viii) provided that no such notice is required to the extent the Event of Default arises from the failure of the first sentence above Borrowers to issue Drawdowns or make a payment following a Drawdown, in this Section 10.2(b) shall not be exercised by Administrative Agent until the date each case, that is ten (10) Business Days after required to be made herein. If the date Administrative Agent has made a written request of the applicable Borrower to Borrowers shall issue a Capital Call to the Investors Drawdown in an amount sufficient to repay the Obligations or to cure the applicable such Event of Default (provided that at any time prior to or within such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Day period, the Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)be prohibited from initiating any Drawdown until the fifteenth (15th) Business Day following such two (such period, 2) Business Day period (the “Standstill Period”); provided that. For the avoidance of doubt, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing shall run concurrently with the twenty (20) Business Day cure period provided for in this proviso shall otherwise affect or limit the rights clause (a) of the definition of “Trigger Event” and the Standstill Period shall not restrict the Administrative Agent hereunderAgent’s or any Secured Party’s rights to exercise any other remedies set forth in any Loan Document.

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, Lender is hereby authorized by authorized, in the Borrowersname of Lender or the name of any Borrower Party, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital ContributionsCommitments directly to Lender or to an account other than the applicable Collateral Account, (iiiii) take or bring in any BorrowerBorrower Party’s name, or that of the LendersLender, all steps, actions, suits, or proceedings deemed by Administrative Agent Lender necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower Party in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the applicable Collateral Accounts (including taking exclusive control thereof)Account, and apply such monies to the payment of the Obligations, (ixviii) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers Initial Borrower of the time and place of sale (which notice each Borrower Party and Administrative Agent Lender agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers Borrower Parties hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative AgentLender, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers Borrower Parties shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers Borrower Parties and the LendersLender, and if such a purchaser is so procured, then Administrative Agent Lender shall sell the Collateral to the purchaser so procured, (xiix) to bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent Lender may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative AgentLender, in its discretion, may deem advisable, and (xiix) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC), (xi) issue credit in its own name or the name of any Borrower Party, (xii) exercise any other right, privilege, power, or remedy provided to any Borrower Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments, (xiii) take any of the foregoing comparable or similar actions under the Feeder Fund Security Agreements and other otherwise in respect of the “Collateral” (as defined in each such Security Agreement) and such rights and remedies in clauses (i) through (xiixiii) above: (Aa) shall be cumulative and concurrent; (Bb) may be pursued separately, successively or concurrently against any or all Borrowers Borrower Parties and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative AgentLender; (Cc) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers Borrower Parties that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (Dd) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the LendersLender, neither Administrative Agent nor the Lenders Lender shall not be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment Commitments or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Collateral, subject to the Internal Revenue CodeCapital Commitments. Administrative Agent Lender shall give Borrowers Initial Borrower notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any BorrowerBorrower Party’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to During the contrary, except with respect to continuance of an Event of Default occurring pursuant Default, Borrower Parties shall be authorized to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more make Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit issue Capital Calls only with the rights prior written consent of the Administrative Agent hereunderLender.

Actions with Respect to the Collateral. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital ContributionsCommitments directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to 105 the Internal Revenue Code. Subject to the proviso in Section 10.2(a)(iv) above, the Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contraryabove, except with respect to during the continuance of an Event of Default occurring pursuant to Section 10.1(i)Default, clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) Borrowers shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower authorized to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit only with the rights consent of the Administrative Agent hereunderin its sole discretion.

Actions with Respect to the Collateral. The Administrative Agent, for on behalf of the benefit of each Required LenderSecured Parties, is hereby authorized by authorized, in the Borrowersname of the Secured Parties or the name of any Borrower, at any time or from time to time during the existence and continuance of an Event of Default (and shall upon the direction of the Lenders do each of the following) Default, and, except as provided in Section 10.2(d), only after a Trigger Event has occurred, to: (i) initiate one or more Capital Calls Drawdowns in order to pay the Obligations then due and owing and enforce the obligations of owing, (ii) notify the Investors to make all payments in connection with any Drawdown directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts (provided, that, no ERISA Investor shall be required to fund its Capital ContributionsContributions other than to the applicable Collateral Account), (iiiii) take or bring in any Borrower’s name, or that of the LendersSecured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the CollateralCapital Commitments, (iiiiv) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment DocumentCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset AccountCommitments, (vii) issue credit in its own name or the name of any Borrower; or (viii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusiveCommitments. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the LendersSecured Parties, neither the Administrative Agent nor the Lenders Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall it they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the CollateralCapital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s the Borrowers’ obligations hereunder. Notwithstanding the foregoing or anything contained else in this Credit Agreement or any other Loan Document to the contrary, except with respect to upon the occurrence and during the continuance of an Event of Default occurring pursuant that can be cured by issuing a Drawdown, so long as no other Event of Default shall have occurred and be continuing, prior to Section 10.1(i)the Administrative Agent initiating any Drawdown, clauses the Administrative Agent shall give the Borrowers two (i)2) Business Days’ written notice of its intention to exercise such remedy, (iii), (iv), (v), (vi) and (viii) provided that no such notice is required to the extent the Event of Default arises from the failure of the first sentence above Borrowers to issue Drawdowns or make a payment following a Drawdown, in this Section 10.2(b) shall not be exercised by Administrative Agent until the date each case, that is ten (10) Business Days after required to be made herein. If the date Administrative Agent has made a written request of the applicable Borrower to Borrowers shall issue a Capital Call to the Investors Drawdown in an amount sufficient to repay the Obligations or to cure the applicable such Event of Default (provided that at any time prior to or within such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Day period, the Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)be prohibited from initiating any Drawdown until the fifteenth (15th) Business Day following such two (such period, 2) Business Day period (the “Standstill Period”); provided that. For the avoidance of doubt, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing shall run -109- USActive 51532649.000000000.5 concurrently with the twenty (20) Business Day cure period provided for in clause (a) of the definition of “Trigger Event” and the Standstill Period shall not restrict the Administrative Agent’s or any Secured Party’s rights to exercise any other remedies set forth in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunderSection 10.2.

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, is hereby authorized by the BorrowersBorrowersCredit Parties, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any BorrowerBorrower’sCredit Party’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower BorrowerCredit Party in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower BorrowerCredit Party to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower BorrowerCredit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers Borrowersthe Credit Parties of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers BorrowersCredit Parties hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers BorrowersCredit Parties shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers BorrowersCredit Parties and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers BorrowersCredit Parties and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers BorrowersCredit Parties that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the Lenders, neither Administrative Agent nor the Lenders shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it be under any obligation whatsoever to anyone by virtue of Liens relating to the Collateral, subject to the Internal Revenue Code. Administrative Agent shall give Borrowers BorrowersCredit Parties notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.

Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required required Lender, is hereby authorized by the BorrowersCredit Parties, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any BorrowerCredit Party’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower Credit Party in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower Credit Party to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers the Credit Parties of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers Credit Parties hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale or at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Borrowers Credit Parties shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to the Borrowers Credit Parties and the Lenders, and if such a purchaser is so procured, then Administrative Agent shall sell the Collateral to the purchaser so procured, (xi) bid for and to acquire, unless prohibited by Applicable Law, free from any redemption right, the Collateral, or any part thereof, and, in lieu of paying cash therefor, Administrative Agent may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent, in its discretion, may deem advisable, and (xii) exercise all rights, remedies and recourse granted in the Loan Documents and any other instruments executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including those granted by the UCC) and such rights and remedies in clauses (i) through (xii) above: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against any or all Borrowers Credit Parties and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent; (C) may be exercised as often as occasion therefor shall arise, it being agreed by the Borrowers Credit Parties that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or the Lenders, neither Administrative Agent nor the Lenders shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall it be under any obligation whatsoever to anyone by virtue of Liens relating to the Collateral, subject to the Internal Revenue Code. Administrative Agent shall give Borrowers Credit Parties notice of actions taken pursuant to this Section 10.2(b) promptly after the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to any Borrower’s obligations hereunder. Notwithstanding anything contained in this Credit Agreement to the contrary, except with respect to an Event of Default occurring pursuant to Section 10.1(i), clauses (i), (iii), (iv), (v), (vi) and (viii) of the first sentence above in this Section 10.2(b) shall not be exercised by Administrative Agent until the date that is ten (10) Business Days after the date Administrative Agent has made a written request of the applicable Borrower to issue a Capital Call to the Investors in an amount sufficient to repay the Obligations or to cure the applicable Event of Default (provided that such ten (10) Business Day period shall only apply if the applicable Borrower shall have provided Administrative Agent with adequate evidence that such Borrower has issued such a Capital Call within two (2) Business Days after such request by Administrative Agent and shall not apply if an Event of Default has occurred under Section 10.1(i)) (such period, the “Standstill Period”); provided that, the Administrative Agent agrees not to initiate one or more Capital Calls during such Standstill Period but nothing in this proviso shall otherwise affect or limit the rights of the Administrative Agent hereunder.